BY-LAWS OF VIETNAM VETERANS OF AMERICA, BIG
BEND CHAPTER 96, INC.
(As Amended 20 March 2008)
ARTICLE I - OFFICE
The principal
office of Vietnam Veterans of America, Big Bend Chapter 96, Inc., hereinafter
referred to as the “Chapter” shall be located at an address in the state of
Florida to be designated by the Chapter, and it may be the residence of an
officer.
ARTICLE II - PURPOSES
The purposes
of the Chapter as detailed in its articles of incorporation are:
(a) To
help foster, encourage and promote the improvement of the condition of the
Vietnam Veteran.
(b) To
promote physical and cultural improvement, growth and development,
self-respect, self-confidence and usefulness of Vietnam-era Veterans and
others.
(c) To
eliminate discrimination suffered by Vietnam Veterans and to develop channels
of communication which will assist Vietnam Veterans to maximize
self-realization and enrichment of
their lives
and enhance life-fulfillment.
(d) To study
on a non-partisan basis proposed legislation or rules or regulations introduced
in any federal, state or local legislative or administrative body which may
affect the social, economic, educational or physical welfare of the Vietnam-era
Veteran or others; and to develop public policy proposals designed to improve
the quality of life of the Vietnam-era Veterans and others, especially in the
areas of employment, education, training, and health.
(e) To
conduct and publish research on a non-partisan basis, pertaining to the
relationship between Vietnam-era Veterans and the American society, the Vietnam
War experience, the role of the
United States
in securing peaceful co-existence for the world community and other matters
which affect the social, economic, educational, or physical welfare of the
Vietnam-era Veteran or others.
(f) To assist disabled and needy War Veterans
including, but not limited to, the Vietnam Veteran, and their dependents and
the widows and orphans of deceased Veterans.
ARTICLE III - MEMBERSHIP
Section
1. Classes and Dues. There shall be one class of members of the
Chapter: individual. The requirements for individual membership shall be
the same as those requirements set forth for membership in the Vietnam Veterans
of America, Inc., hereinafter referred to as "VVA" or “VVA National”.
(a) Individual members of the Chapter shall be
persons (i) who are individual members in good standing of VVA National and
(ii) who pay in advance the membership dues in such amount as determined from
time to time by VVA National except for any person or class of persons whose
dues are waived by VVA National, which waiver shall also act as waiver of
Chapter dues. The Chapter may adopt
rules and guidelines under which Chapter dues may be waived for other persons
or classes of persons in situations deemed appropriate; but VVA National and
VVA Florida State Council (hereinafter referred to as “State Council”) dues
shall be paid by or for such persons.
(b) Individual membership in the Chapter is open
to any veteran of the military service of the United States of America who
served on active duty during the dates established by federal law for the
Vietnam War, paying in advance annual dues set by VVA National, and conforming
to, and complying with, the VVA National Constitution, rules of VVA National, and
bylaws and rules of the Chapter now or hereafter in effect. Individual
members shall file with the Chapter Secretary, their DD Form 214, or other
proof of qualification for membership.
(c) Failure of any member to maintain membership
in good standing in VVA National shall automatically result in the termination
of said member’s membership in the Chapter.
Section
2. Voting Rights.
(a) Each
individual member shall be entitled to one vote on each matter submitted to a
vote of the members, as set forth in the rules and regulations of VVA, as shall
be adopted by the National Board of Directors.
ARTICLE IV - MEETINGS OF MEMBERS
Section
1. Regular Meetings. Regular meetings of the Chapter shall be held
on such date as shall be determined by the Board of Directors of the Chapter
and announced to the individual members at a Chapter meeting or by a notice to
the members at least ten (10) days prior to the meeting.
Section
2. Annual Meetings. The annual meeting of the members of the
Chapter shall be held in April of each year on a day and at a time and place to
be determined by the Board of Directors of the Chapter, for the purpose of
electing Officers each for a one-(1) or two-(2)-year term as determined by the
Chapter; Nominating Committee members each for one-(1), or two-(2) year terms
as determined by the Chapter; Directors each for one-(1), or two-(2), or
three-(3) year terms as determined by the Chapter; State Council delegates who
shall be elected for terms of two (2) years at annual meetings occurring in
each even-numbered year; and for the transaction of such other business as may
properly come before the meeting.
Section
3. Special Meetings. Special meetings of the members may be called
at any time by the President, and shall be called by the President or the
Secretary at the written request of a majority of the Board of Directors or of
the members in good standing. A special meeting may also be called by the
President of the Corporation or the chairperson of the State Council of the state
in which the Chapter is located.
Section
4. Place of Meetings. All meetings of the members shall be held at
the principal offices of the Chapter, or at such other place as the Board of
Directors may select and designate in the notice of such meeting.
Section
5. Notice of Meetings. Notice of the annual meeting and special
meetings specifying the purpose for which such meeting is called, the date,
time, and place it is to be held, shall be delivered either personally or by
mail to each member entitled to vote at such meeting at least than ten (10)
days before any special meeting and not less than thirty (30) nor more than
fifty (50) days before any annual meeting.
Section
6. Quorum. The presence in person of 10 percent, in person, of the
individual members entitled to vote at any meeting shall constitute a quorum
for the transaction of any business, provided, however, that the presence in
person of 25 percent of the members entitled to vote at an annual meeting shall
constitute a quorum for the transaction of any business at said annual meeting.
Section
7. Voting.
(a) Except as
otherwise provided in these By-Laws, or the VVA National Constitution, the vote
of a majority of the individual members present and entitled to vote on a
matter at a meeting at which a quorum is present shall be necessary for the
adoption thereof.
(b) Each
individual member shall be entitled to only one vote on all business submitted
to the membership for a vote, and may vote only in person at a meeting in a
manner designated by the Board of Directors, and shall not cumulate election
votes
Section
1. Number, Election and Term of Office.
(a) The
number of Directors of the Chapter, including the Officers listed in (b) below,
shall consist of not less than five (5) nor more than twenty (20), and the
exact number shall be determined by the Board of Directors, subject to approval
by the members of the Chapter. The
Board of Directors shall consist of the elected officers plus at least two (2)
directors elected from the membership.
(b) The
President, Vice President, Secretary, and Treasurer, and such other Officers as
have been authorized and elected by the Chapter, shall be members of the Board
of Directors; and their terms of directorship shall be coterminous with that of
the office that they hold.
(c) The
Directors shall be elected from among the individual members in good standing
of the Chapter by the vote of the members present, in person, and
entitled to vote at the annual meeting of the members, or as herein
after provided. Each Director shall hold office for a one-(1), two-(2) or
three-(3) year term, as determined by the Chapter, until the next annual
meeting and until his or her successor is elected and has qualified. A
director may succeed himself or herself any number of times.
Section
2. Duties and Powers. The Board of Directors of the Chapter shall
be responsible for the control and management of the affairs, property and
interests of the Chapter; for keeping VVA National advised of all activities of
the Chapter; for complying with all reporting requirements established by VVA
National Constitution, the rules,
resolutions, or directives of VVA National or any local, state or Federal law;
and for guiding and administering the Chapter so that the purposes, principles,
and goals of VVA National, as set forth in its Certificate of Incorporation,
and the rules, resolutions, and directives of VVA National are followed; and
for making suggestions and recommending programs.
Section
3. Annual Meetings. The Board of Directors shall meet immediately
prior to the annual meeting of the Chapter members; and said meeting shall be
considered to be the annual meeting of the Board of Directors.
Section
4. Other Meetings. Meetings of the Board shall be held at least
four times each year inclusive of the annual meeting as scheduled, or when
called by the President of the Chapter or by one-third of the Directors, at
such time and place as may be specified in the notice thereof. The President
of the Corporation or the President of the State Council may call a meeting of
the Chapter when he or she deems such to be in the best interest of VVA.
Section
5. Notice. Notice of any meeting of the Board of Directors shall be
given at least five (5) days prior thereto by written notice delivered
personally or sent by mail or telegram to each Director at his or her address
as it appears on the records of the Chapter. Such notice shall be deemed
to be delivered when mailed or delivered for telegraphic transmittal. Any Director may waive notice of any
meeting, in the manner hereinafter prescribed. The attendance of a
Director at any meeting shall constitute a waiver of notice of such meeting,
except when a Director attends a meeting for the express and stated purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.
Section 6.
Quorum and Voting. A quorum of the Board of Directors shall be
two-thirds of the whole number of the Board of Directors or that number greater
than two-thirds which is closest
to two-thirds
when the number of Directors is not divisible by three. The act of a
majority of the Directors present at any duly constituted meeting at which
there is a quorum present shall be the act of the Board of Directors, except as
otherwise provided by law; by the VVA National Constitution, or the rules,
procedures, or directives of VVA National; or by these By-Laws. No Director shall be deemed present for
quorum or voting purposes by communication means such as otherwise would be
allowed by Section 617.0820, Florida Statutes; but action may taken without
meeting using written consents as described in Section 617.0821, Florida
Statutes.
Section
7. Vacancies. Any vacancy occurring in the Board of Directors or in
the position of State Council Delegate due to death, resignation, refusal or
inability to serve, shall be filled, for the unexpired portion of the term, by
a majority vote of the full number of remaining Directors though less than a
quorum.
Section
8. Absence from Meetings. Any member of the Board of Directors who
shall be absent from three Board meetings without adequate notice and excuse
acceptable to the Board, shall be deemed to have resigned from the Board.
Section
9. AVVA Liaison. After recommendation from the local members of the Associates of
Vietnam Veterans of America, Inc. (AVVA), the chapter should seat a Liaison on
the Chapter Board of Directors, who shall serve as a non-voting Special Advisor
to the Chapter Board of Directors on matters of particular concern to AVVA
members.
Section
1. Officers. The officers of the Chapter shall be a President, one
or more Vice-Presidents, a Secretary, a Treasurer, or Secretary/Treasurer and
such other Officers as the Board may, from time to time, deem advisable.
Section
2. Election, Term and Vacancies. The Officers of the Chapter shall
be elected by the members at the annual meeting of members. The Officers
shall hold office for a term of one (1) year, unless the Chapter, by resolution
of the membership taken at least sixty (60) days prior to the election, shall
have determined that all such officers shall serve for a term of two (2)
years. Each Officer shall hold office until his or her successor is
elected and has qualified. An Officer may succeed himself or herself any
number of times. A vacancy in any office due to death, resignation,
refusal or inability to serve, shall be filled for the unexpired term
thereof by the Board of Directors, subject to the approval of the members at
the next meeting, except that a vacancy in the office of President shall be
filled for the unexpired term thereof as specified in Section 4 of this Article
VI.
Section
3. President. The President shall be the chief executive officer of
the Chapter and, subject to the direction of the Board of Directors, shall
supervise and control all of the business affairs and property of the Chapter
and shall see that all orders and resolutions of the Board are carried into effect. The President shall preside at all meetings
of the members and of the Board and shall appoint all chairpersons of
committees, except the Chairperson of the Nominating Committee.
Section
4. Vice-President. In the absence of the President or in the event
of his or her inability or refusal to act, the Vice-President (or, in the event
there be more than one (1) Vice-President, the Vice-Presidents in the order
designated) shall perform the duties of the President, and, when so acting,
shall have all the powers of, and be subject to, all the restrictions upon the
President. The Vice-Presidents shall perform such other duties and have
such other powers as the Board may from time to time prescribe. In the
event of the death, removal, or resignation of the President, the Vice
President shall assume the position of President for the remainder of his or
her term.
Section
5. Secretary. The Secretary shall record all the proceedings of the
meetings of the Board and of the members in a book to be kept for that purpose,
and shall perform like duties for the Executive Committee when required.
He or she shall give, or cause to be given, notice of all meetings for which
notice is required by the VVA National Constitution or these By-Laws and shall
operate under the supervision of, and perform such other duties as may be
prescribed by, the Board or the President. In the event of a conflict,
the Secretary shall act pursuant to the instructions of the Board. The
secretary shall obtain and shall have custody of a corporate seal for the
Chapter if required by law. The Secretary or an Assistant Secretary shall
have authority to affix the same to any instrument requiring it, and when so
affixed it may be attested by the signature of the Secretary or such Assistant
Secretary. The Board may give general authority to any other Officer to
affix the seal of the Chapter and to attest the fixing by his or her
signature. The Secretary shall be responsible for the safe-keeping of all
Forms DD214 or other acceptable proof of military service tendered to him or
her by any member. He or she shall forward to VVA National a copy of said
form for each duly elected officer, and for each duly elected director.
The Assistant
Secretary, if there be one, shall, in the absence of the Secretary or in the
event of his or her inability or refusal to act, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board may from time to time prescribe.
Section
6. Treasurer. The Treasurer shall have charge and custody of all
funds and securities of the Chapter and all funds or securities in any way
generated, collected or obtained in connection with Chapter activities; and the
Treasurer shall be responsible for such funds and securities and the receipt
and disbursement thereof. He or she shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Chapter and shall
deposit all moneys and other valuable effects in the name of and to the credit
of the Chapter in such depositories as may be designated by the Board.
The Treasurer
shall disburse the funds of the Chapter as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and
the Board at its annual meeting, or when the Board, the President, or VVA
National so require, an accounting of all transactions as Treasurer, of the
financial condition of the Chapter, in compliance with local, state, and
federal regulations.
The Assistant
Treasurer, if there be one, shall, in the absence of the Treasurer or in the
event of his or her inability or refusal to act, perform the duties and
exercise the powers of the Treasurer, and shall perform such other duties and
have such other powers as the Board may from time to time prescribe.
Section
7. Checks and Bond. The President, Vice-President, Treasurer or any
other officer designated by the Board, shall be authorized to sign checks and
drafts. Any officer so authorized shall obtain a Fidelity bond or other
surety for the faithful discharge of the above duties in such sum and with such
surety as the Board may determine, the expense of which shall be a charge to
the Chapter. A bond may be dispensed
with for any such officer upon his or her written request to the VVA National
Board of Directors and its consent thereto.
ARTICLE VII - COMMITTEES
Section
1. Nominating Committee; Nominations. The Nominating Committee
shall consist of at least three (3) members elected by the membership at the
annual meeting, one of which must serve as committee chair. The Committee
shall prepare a slate of candidates for all positions of Officers and Directors
and submit the list for consideration by the Chapter members at least thirty
(30) days prior to the election. Additional persons may be
nominated by any member at the annual meeting. Any person nominated by
the Nominating Committee or otherwise shall immediately submit a copy of his or
her Form DD214 or other acceptable forms of proof of military service to the
Secretary, and shall not be entitled to be considered for election until such
act is accomplished. The method of nominating the Committee members is
determined by the Chapter.
Section
2. Executive Committee and Committees of Directors. The Board may appoint an Executive Committee
and such other committees of Directors as may be required. Such
committees shall consist of three (3) or more Directors, shall have such powers
as the Board shall set forth in the resolutions creating such committees and
shall make recommendations to the Board and perform such other services as the
Board may require, but they shall not have authority to modify any action taken
by the Board.
Section
3. Standing and Other Committees. The President may establish standing committees as
defined in the VVA National Constitution. The chairpersons of these committees
shall be appointed by the President. The members of the committees shall be
appointed by the chairperson from members of the Chapter. Non-voting Special
Advisors may be appointed to all committees from among qualified citizens.
Section
4. Term.
The terms of
the committee chairpersons and members of the committees shall be as follows:
(a) The
members of the Nominating Committee shall be elected to serve a one-(1) or
two-(2) year term of office until their successors are elected and have
qualified.
(b) The
members of the Executive Committee and other committees of Directors shall
serve for such terms, not to exceed the member's term of office as a Director,
as shall be determined by the Board of Directors.
(c) The
members of the standing and other committees shall serve for a term terminating
at the annual meeting of members when the term of the President who appointed
the chairperson of the respective committees terminates.
(d) Any
member of any committee may be reelected or reappointed to additional terms, as
long as the individual remains a member in good standing of VVA.
(e) The
Board of Directors, by vote of a majority of its, may remove the chairperson of
any committee, including the Nominating Committee, in accordance with
provisions of the VVA National Constitution; and the rules, procedures, and
directives of VVA National.
ARTICLE VIII - FINANCE
Subject to
the provisions of the VVA National Constitution and the rules, resolutions, and
procedures of VVA National, the Chapter shall have the power to raise funds as
are necessary to its operation in such manner as the Chapter deems appropriate.
ARTICLE IX – ELECTION RESULTS
The Chapter shall submit the election results and a report of
committee chairpersons to both the State Council and National Membership
Department not later than sixty (60) days after the Chapter elections.
Notwithstanding any other provision of the VVA National Constitution or the
National Disciplinary Policy, the Charter of any Chapter that fails to file its
election report within the period specified herein shall be automatically
suspended upon written notice of suspension to the appropriate State Council
and the National Board of Directors. In such cases, no charges shall be
required under the National Disciplinary Policy for such suspension to be
effective. Written notice of such suspension shall be sent to the Chapter at it
last known address.
Such
suspension shall continue until (1) the Chapter shall file its election report
for the election year which caused the suspension; or (2) the Board of
Directors of the Corporation shall relieve the Chapter of the responsibility
for the filing of such report for the election year in question; or (3) the
Charter of such Chapter shall be thereafter revoked upon the filing of charges
under the National Disciplinary Policy.
ARTICLE X - FISCAL YEAR
The fiscal
year of each Chapter shall commence on the first day of March and end on the
last day of February, each year.
ARTICLE XI - SEAL
The Chapter
shall provide a corporate seal, if required by law, which shall be in the form
of a circle and shall have inserted thereon the name of the Chapter, and the
state and year of incorporation.
ARTICLE
XII - WAIVER OF NOTICE
Whenever
any notice is required to be given pursuant to the Articles of Incorporation of
VVA National or of the Chapter, or by the VVA National Constitution or
the rules and procedures of VVA National, a waiver thereof in writing, signed
by the person entitled to such notice, executed at any time, shall be deemed
the equivalent of giving such notice.
ARTICLE XIII - PRECEDENCE
The articles
of incorporation and bylaws of the Chapter are subordinate to the VVA National
Constitution and shall not be interpreted by the Chapter contrary
thereto. Upon adoption of any amendment of the VVA National Constitution
which contradicts any portion of the articles of incorporation of the Chapter
or these bylaws, the requirements of the National Constitution shall take
precedence. Any provisions of the articles of incorporation or bylaws of
the Chapter which are contrary to the National Constitution are null and void
and the Chapter shall promptly remove them from the articles of incorporation
or bylaws by amendment; however provisions of the articles of incorporation or
bylaws of the Chapter which are not in conflict with the National Constitution,
shall not be affected.
ARTICLE XIV - RULES OF ORDER
All
proceedings of the Chapter shall be governed by Roberts Rules of Order (Newly
Revised).
ARTICLE XV- AMENDMENTS
Proposed
amendments of these By-Laws or the Articles of Incorporation shall be approved
by the affirmative vote of two-thirds of the individual members of the Chapter
present and entitled to vote at a special meeting of the members called for
such purpose in accordance with Article IV, Section 5, of these By-Laws
ARTICLE XVI – EMERGENCY BYLAWS
1. In case of any emergency as defined by
Section 617.0207, Florida Statutes, the Board of Directors or any portion
thereof which can do so, shall assemble at or as near as possible to the
principal office of the Chapter, or, if such location is completely
inaccessible, at the front of the courthouse of Wakulla County, Florida, at the
next regular board meeting date and time.
Such number of Directors as may then or subsequently assemble at regular
meeting dates or special meetings called during the emergency though less than
a quorum, shall comprise the Chapter’s Emergency Board except as follows: The Emergency Board may appoint temporary
acting directors from qualified members of the Chapter who shall serve only
till an elected member resumes his or her duties, or until the next Chapter
election. If no elected Director appears
any members assembled at such date, time and place, may elect or appoint
temporary Acting Directors. The
Emergency Board whether comprised of Elected Directors or temporary Acting
Directors, or both, may also appoint temporary Acting Directors from qualified
members of the Chapter who shall serve only till a quorum of the elected
directors resume their duties, or until the next Chapter election; however in
no case shall the temporary Acting Board exceed five (5) elected or temporary
acting directors, combined. If any of
the Chapter Officers are absent and not known to continue to serve, the
emergency board may appoint temporary acting Officers to act only so long as
the regular Officer is absent or unable to serve and only while the emergency
is in effect; and the President or Acting President may appoint temporary
acting committee chairs including an acting chair of the Nominating Committee
if the elected chair is absent and not known to continue to serve. The Emergency Board may adopt a resolution
giving such temporary acting Officers control and use of the bank funds of the
Chapter, and take any other actions necessary for the Chapter to continue to
operate. During the emergency, notice
of special meetings of the Board or membership may be given by radio,
television, or newspaper, or if no other means is readily accessible, by
announcement at a regular meeting.
2. The Emergency Board shall operate only so
long as it is impossible to obtain a quorum of the regularly elected Board;
however, if the emergency is of such timing, severity, and duration as to
prevent an annual meeting of members at the required time, the Emergency Board
and any temporary Acting Officers may continue to act until such time as an
annual meeting and election may be conducted.
3. In every respect it is the duty of an
Emergency Board constituted under these emergency bylaws and any temporary
acting Directors and Officers, to return the Chapter to routine operation under
its regular bylaws at the earliest possible time, including, if applicable,
holding an annual meeting and election at its regularly scheduled time or as
close thereto as is feasible.
4. All provisions of the regular bylaws
consistent with the emergency bylaws remain effective during the emergency.
5. An emergency exists for purposes of this
article only if a quorum of the corporation's directors cannot readily be
assembled because of some catastrophic event.
RW/ 15 Feb
89, Rev. 11 Jul 89, Rev. 20 March 2008
VVACh96FINALBylawsAsAmended20080320